Urges Stockholders to Vote for All GrafTech
Nominees on the White Proxy Card
GrafTech International Ltd. (NYSE:GTI) (“GrafTech”) today
responded to the latest inaccurate and misleading claims outlined
by the Daniel and Nathan Milikowsky Group.
Nathan Milikowsky’s
Ongoing Misrepresentations and Misleading and Inaccurate
Disclosures
On May 13, 2014, Nathan Milikowsky issued a
press release in which he buried a corrective disclosure that he
was asked to make by Royce & Associates in a letter to him
dated April 24, 2014. GrafTech has had the opportunity to review a
copy of the letter that Royce delivered to Mr. Milikowsky.
GrafTech’s Board appreciates that Royce values integrity and candor
in disclosures and took the initiative to seek corrective action by
Mr. Milikowsky.
GrafTech’s Board is not surprised that Mr.
Milikowsky would wait until the eve of the Annual Meeting to make
his “corrective” disclosure, when he has been in possession of the
letter from Royce for nearly three weeks. It is unfortunate that
even Mr. Milikowsky’s “corrective” disclosure did not provide all
of the details outlined in the Royce letter.
Mr. Milikowsky’s April 22, 2014 SEC filing
and May 13, 2014 “corrective” SEC filing continue to misrepresent
facts and mislead stockholders. These are continuing examples of
inappropriate conduct consistent with the type of behavior that the
GrafTech Board has seen from Mr. Milikowsky, including during his
prior tenure on the GrafTech Board. We continue to be concerned
that his misconduct will once again infect the boardroom if he is
elected. As a reminder, we are committed to adding Karen Finerman,
David Jardini or both to the Board from the Milikowsky Group’s
slate following the meeting if all seven GrafTech nominees are
elected to the Board.
The Board and management team have one goal –
to execute our strategy to drive enhanced value for all
stockholders. We are confident that we are well-positioned to do
just that and we, and stockholders, cannot afford to be derailed.
We urge stockholders to vote the WHITE proxy card today if
they have not already voted. If stockholders have voted on the blue
proxy card, we urge them to change their vote.
Investigation of
Nathan Milikowsky
In 2012, the GrafTech Board unanimously
appointed a committee of independent directors as well as
independent investigatory counsel to conduct a thorough
investigation into apparent leaks of confidential inside
information that were brought to the Board’s attention by several
members of the management team. After completion of its
investigation, investigatory counsel reported its conclusion that
there had been leaks of material nonpublic information, that there
was evidence that Mr. Milikowsky was the source of the leaks, that
there was no evidence to support a conclusion that management or
any other director was the source of the leaks and that at least
some of that information could not have been developed
independently.
GrafTech’s independent Nominating Committee
concluded that the facts, circumstances and evidence it considered
in advance of the 2013 Annual Meeting established that the
conditions to the re-nomination of Mr. Milikowsky for election as a
director were not satisfied, that the Stockholders’ Agreement was
breached, and that Mr. Milikowsky’s presence on the Board was
disruptive to Board functioning.
The GrafTech Board stands behind its
investigation, process and findings. The Board’s analysis was
comprehensive and balanced and the investigation was thorough,
thoughtful and conducted with the assistance of well-recognized,
highly experienced, independent investigatory counsel, Morris,
Nichols, Arsht & Tunnell LLP, which reported to a Special
Committee of the Board composed entirely of independent
directors.
Response to
Lawsuit
GrafTech has reviewed the lawsuit filed by
Michael Nahl, a former GrafTech director, in the New York Supreme
Court. GrafTech believes that the lawsuit is entirely without merit
and intends to defend itself vigorously. GrafTech looks forward to
a review of the facts by the Court.
If you have questions or need assistance
in voting your shares, please call:
Georgeson
480 Washington Boulevard, 26th Floor
Jersey City, NJ 07310
(800) 509-0917 (Toll Free)
e-mail: graftechproxy@georgeson.com
GrafTech International is a global company that has been
redefining limits for more than 125 years. We offer innovative
graphite material solutions for our customers in a wide range of
industries and end markets, including steel manufacturing, advanced
energy applications and latest generation electronics. GrafTech
operates 20 principal manufacturing facilities on four continents
and sells products in over 70 countries. Headquartered in Parma,
Ohio, GrafTech employs approximately 3,000 people. For more
information, call 216-676-2000 or visit www.GrafTech.com.
NOTE ON FORWARD-LOOKING STATEMENTS: This letter contains
forward-looking statements (within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934) about certain nominations for election of
directors, future or targeted operational and financial
performance; growth prospects and rates, the markets we serve,
strategic plans and our position in our industry. Our expectations
are not predictions of actual performance and historically our
performance has deviated, often significantly, from our
expectations. Actual future events, circumstances, performance and
trends could differ materially, positively or negatively, from
those set forth in these statements due to various factors,
including: unforeseen delays, costs or liabilities associated with
our initiatives as well as our growth and other plans, changes in
market prices of our securities, changes in business and economic
conditions and growth trends in the industry, changes in customer
markets and various geographic regions, uncertainties in the
geopolitical environment, and other risks and uncertainties,
including those detailed in our SEC filings, as well as future
decisions by us. Forward-looking statements speak only as of the
date they are made, and we undertake no obligation to publicly
update or revise any of them in light of new information, future
events or otherwise. This letter does not constitute an offer or
solicitation as to any securities.
IMPORTANT ADDITIONAL INFORMATION: GrafTech and its
directors and executive officers may be deemed to be participants
in the solicitation of proxies in respect of the 2014 Annual
Meeting. GrafTech has filed a definitive proxy statement with the
U.S. Securities and Exchange Commission (the “SEC”) in connection
with the solicitation of proxies from GrafTech stockholders for the
2014 Annual Meeting. STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ
THE DEFINITIVE PROXY STATEMENT AND ACCOMPANYING WHITE PROXY CARD
WITH RESPECT TO THE 2014 ANNUAL MEETING AND OTHER DOCUMENTS FILED
WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Detailed
information regarding the identity of potential participants, and
their direct or indirect interests, by security holdings or
otherwise, is set forth in the definitive proxy statement and other
materials filed with the SEC in connection with GrafTech’s Annual
Meeting. Information regarding the direct and indirect beneficial
ownership of GrafTech’s directors and executive officers in
GrafTech securities is set forth in the definitive proxy statement
and other materials filed with the SEC in connection with
GrafTech’s 2014 Annual Meeting. Stockholders will be able to obtain
free copies of the definitive proxy statement, any amendments or
supplements to the definitive proxy statement and other documents
filed with the SEC by GrafTech through the web site maintained by
the SEC at www.sec.gov and on GrafTech’s web site at
http://ir.graftech.com/.
GrafTech InternationalKelly Taylor, 216-676-2293Director,
Investor Relations & Corporate CommunicationsorJoele Frank,
Wilkinson Brimmer KatcherJamie Moser / Jed Repko212-355-4449